Illinois Compiled Statutes
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BUSINESS ORGANIZATIONS805 ILCS 5/Art. 3
(805 ILCS 5/) Business Corporation Act of 1983.
(805 ILCS 5/Art. 3 heading)
PURPOSES AND POWERS
805 ILCS 5/3.05
(805 ILCS 5/3.05)
(from Ch. 32, par. 3.05)
Corporations for profit may be organized under
this Act for any lawful purpose or purposes, except for the purpose of banking
or insurance; provided, however, that
corporations may be organized under this Act for the purpose of buying,
selling, or otherwise
dealing in notes (not including the discounting of bills and notes and not
including the buying and selling of bills of exchange), open accounts, and
other similar evidences of debt, for the purpose of carrying on the
of a syndicate or limited syndicate under Article V-1/2 of the Illinois
Insurance Code, or for the purpose of carrying on business as a member of
a group including incorporated and individual unincorporated underwriters when
the Director of Insurance finds that the group meets the requirements of
of Section 86 of
the Illinois Insurance Code and the corporations, if insolvent, are
to liquidation by the Director of Insurance under Article XIII
of the Illinois Insurance Code.
Medical corporations, as authorized by the Medical
Act, may be organized under this Act.
Professional Service Corporations, as authorized by the
Service Corporation Act, may be organized under this Act.
(Source: P.A. 88-535.)
805 ILCS 5/3.10
(805 ILCS 5/3.10)
(from Ch. 32, par. 3.10)
Each corporation shall have power:
(a) To have perpetual succession by its corporate name unless a
limited period of duration is stated in its articles of incorporation.
(b) To sue and be sued, complain and defend, in its corporate name.
(c) To have a corporate seal which may be altered at pleasure, and
to use the same by causing it, or a facsimile thereof, to be impressed
or affixed or in any other manner reproduced, provided that the affixing
of a corporate seal to an instrument shall not give the instrument additional
force or effect, or change the construction thereof, and the use of a corporate
seal is not mandatory.
(d) To purchase, take, receive, lease as lessee, take by gift,
legacy, or otherwise acquire, and to own, hold, use, and
otherwise deal in and with any real or personal property, or any
interest therein, situated in or out of this State.
(e) To sell and convey, mortgage, pledge, lease as lessor, and
otherwise dispose of all or any part of its property and assets.
(f) To lend money to its directors, officers, employees and agents.
(g) To purchase, take, receive, subscribe for, or otherwise acquire,
own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise
dispose of, and otherwise use and deal in and with, shares or other
interests in, or obligations of, other domestic or foreign corporations,
associations, partnerships, or individuals and, subject to the provisions of
Sections 9.05 and 9.10 of this Act, to purchase, take, receive, or otherwise
acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares.
if applicable, each corporation shall comply with the provisions of The
Illinois Bank Holding Company Act of 1957.
(h) To incur liabilities; to borrow money for its
corporate purposes at such rates of interest as the corporation may
determine without regard to the restrictions of any usury law of this
State, to issue its notes, bonds, and other obligations; to secure
any of its obligations by mortgage, pledge, or deed of trust of all or
any of its property, franchises, and income; and to make contracts, including
contracts of guaranty and suretyship, but a corporation may not
be organized hereunder for the purpose of insurance.
(i) To invest its surplus funds from time to time and to lend money
for its corporate purposes, and to take and hold real and personal
property as security for the payment of funds so invested or loaned.
(j) To conduct its business, carry on its operations, and have
offices within and without this State and to exercise in any other
state, territory, district, or possession of the United States, or in
any foreign country, the powers granted by this Act.
(k) To elect or appoint officers and agents of the corporation, and
define their duties and fix their compensations.
(l) To make and alter by-laws, not inconsistent with its articles of
incorporation or with the laws of this State, except as provided in
Section 2.30, for the administration and regulation of the affairs of the
(m) To make donations for the public welfare or for charitable,
scientific, religious or educational purposes; to
lend money to the State or Federal government; and, to transact
any lawful business in aid of the United States.
(n) To cease its corporate activities and surrender its corporate
(o) To establish deferred compensation plans, pension plans, profit-sharing
plans, share bonus
plans, share option plans, and other incentive plans for its directors,
officers and employees and to make the payments and issue the shares
provided for therein.
(p) To indemnify its directors, officers, employees or agents in accordance
with and to the extent permitted by Section 8.75 of this Act.
(q) To be a promoter, partner, member, associate or manager of any partnership,
joint venture or other enterprise.
(r) To have and exercise all powers necessary or convenient to
effect any or all of the purposes for which the corporation is formed.
(Source: P.A. 88-151.)
805 ILCS 5/3.15
(805 ILCS 5/3.15)
(from Ch. 32, par. 3.15)
Defense of Ultra Vires.
No act of a corporation and no
conveyance or transfer of
real or personal property to or by a corporation shall be invalid by reason of the
fact that the corporation was without capacity or power to do such act or
to make or receive such conveyance or transfer, but such lack of capacity
or power may be asserted:
(a) In a proceeding by a shareholder against the corporation to enjoin
the doing of any act or acts or the transfer of real or personal property
by or to the corporation. If the unauthorized acts or transfer sought to be
enjoined are being, or are to be, performed or made pursuant to any
contract to which the corporation is a party, the court may, if all of the
parties to the contract are parties to the proceeding and if it deems the
same to be equitable, set aside and enjoin the performance of such
contract, and in so doing shall allow to the corporation or the other
parties, as the case may be, compensation for the loss or damage sustained
by either of them which may result from the action of the court in setting
aside and enjoining the performance of such contract, but anticipated
profits to be derived from the performance of the contract shall not be
awarded by the court as a loss or damage sustained.
(b) In a proceeding by the corporation, whether acting directly or
through a receiver, trustee, or other legal representative, or through
shareholders in a representative suit, against the officers or directors of
the corporation for exceeding their authority.
(c) In a proceeding by the State, as provided in this Act, to dissolve
the corporation, or in a proceeding by the State to enjoin the corporation
from the transaction of unauthorized business.
(Source: P.A. 83-1025.)
805 ILCS 5/3.20
(805 ILCS 5/3.20)
(from Ch. 32, par. 3.20)
Unauthorized assumption of corporate powers.
who assume to exercise corporate powers without authority so to do shall
be jointly and severally liable for all debts and liabilities incurred or
arising as a result thereof.
(Source: P.A. 83-1025.)
805 ILCS 5/3.25
(805 ILCS 5/3.25)
(a) A person shall not advertise or cause to be listed in a telephone
directory an assumed or fictitious business name that intentionally
misrepresents where the business is actually located or operating or falsely
states that the business is located or operating in
the area covered by the telephone directory.
This subsection (a) does not apply to a telephone service provider or
to the publisher or distributor of a telephone service directory, unless the
conduct prescribed in this subsection (a) is on behalf of that telephone
service provider or that publisher or distributor.
(b) This Section does not apply to any foreign corporation, the stock of
which is traded on a national stock exchange, that has gross annual revenues in
excess of $100,000,000.
(c) A foreign corporation that violates this Section is guilty of a petty
offense and must be fined not less than $501 and not more than $1,000. A
foreign corporation is guilty of an additional offense for each additional day
in violation of this Section.
(Source: P.A. 91-906, eff. 1-1-01.)